HIV risk among criminal justice offenders is high. Rates of infection are up to 10 times higher than the general population and 25% of all HIV infected persons have contact with the criminal justice system. Overcrowding of jails and prisons puts offenders at increased risk for HIV as does a failure to successfully transition from prison or jail into the community. Overcrowding of criminal justice institutions has reached crisis proportions in the U.S. and nowhere is the problem worse than in California. In 2006 the state had the largest prison system in the nation with over 173,000 inmates, but it only had capacity for about 100,000. In 2011 the U.S. Supreme Court ruled that prisons in California must release over 30,000 offenders because the extent of overcrowding constituted cruel and unusual punishment. It is not clear where these offenders will live once they are released or how they will access services they need to succeed in the community. Without access to housing, work and services needed to support transition to the community the risk for HIV infection and transmission is high as are risks for re-arrest and re-incarceration. Nationwide, about 40% of offenders on parole are re-arrested within one year of their release. Drawing on syndemics theory, a new intervention that enhances case management with motivational interviewing (Motivational Interviewing Case Management [MICM]) will address HIV and a host of related problems known to exacerbate HIV disease among criminal justice offenders. Innovative differences from standard MI include: 1) Using an MI based intervention for the first time with offenders at risk for HIV. 2) Using MI to adapt to a residential recovery environment. 3) Using MI to target syndemic factors known to affect HIV (e.g., mental health, medical, and housing instability), 4) Using MI to increase compliance with terms of parole and probation, 5) Using MI to find and maintain work, 6) Using MI to access services and maintain retention. 6) Using MI to reestablish recovery after drug relapse. 7) Using MI to address setbacks (e.g., drug relapse, loss of work). Selection of areas to focus on is made on a case by case basis depending on offender needs. Drug-free housing will be accessed through the Sober Living Network (SLN), an organization that certifies over 500 sober living houses (SLHs) in California. Our recent study of SLHs showed residents improved in terms of alcohol and drug use, work, arrests, and psychiatric problems. However, criminal justice offenders fared worse than other residents and HIV issues were not assessed. Expanding on our current HIV service grants that use MI for MSM and transgenders, we will use MICM to address HIV risk and the syndemic mix of factors that increase risk. A sample of 330 offenders at high risk for HIV who are entering SLHs will be randomly assigned to a referral resources (comparison) or MICM (intervention) condition. Outcomes will be assessed at baseline, 6, and 12 months and include measures of HIV testing and risk, substance use, arrests and re-incarceration, and problems on the Addiction Severity Index. Results will validate the use of MICM with SLHs as an inexpensive and replicable option for offenders.